Blue Star Gold Corp.

Blue Star Gold Corp.

Interim Condensed Consolidated Financial Statements

For the nine months ended August 31, 2020

(Expressed in Canadian Dollars)

(Unaudited – Prepared by Management)

MANAGEMENT’S RESPONBILITY FOR FINANCIAL REPORTING

The interim condensed consolidated financial statements and all information in the quarterly report are the

responsibility of the Board of Directors and management. These interim condensed consolidated financial

statements have been prepared by management in accordance with International Financial Reporting

Standards. Management maintains the necessary systems of internal controls, policies and procedures to

provide assurance that assets are safeguarded and that the financial records are reliable and form a proper

basis for the preparation of financial statements.

The Board of Directors ensures that management fulfils its responsibilities for financial reporting and

internal control through an Audit Committee. This committee, which reports to the Board of Directors,

meets with the independent auditors and reviews the financial statements.

The interim condensed consolidated interim financial statements for the nine months ended August 31,

2020 are unaudited and prepared by Management. The Company’s independent auditor has not performed

a review of these interim condensed consolidated financial statements in accordance with standards

established by the Chartered Professional Accountants of Canada for a review of interim financial

statements by an entity’s auditor.

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BLUE STAR GOLD CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian dollars)

(Unaudited)

AS AT

Nature of operations and going concern (Note 1)

Events subsequent to the reporting period (Note 16)

Approved and authorized by the Board of Directors on October 21, 2020

_”Kenneth Yurichuk”____________ _”Robert Metcalfe”________

Kenneth Yurichuk, Director Robert Metcalfe, Director

The accompanying notes are an integral part of these consolidated financial statements.

Notes

August 31,

2020

November 30,

2019

ASSETS

Current

Cash $ 2,157,040 $ 94,725

Advances and deposits 6 534,225 33,491

GST receivables 201,043 94,601

Deferred financing charges 13 309,880 222,380

Total current assets 3,202,188 445,197

Long-term deposits 7 2,679,377 875,000

Right-of-use assets 9 328,839 -

Property, plant and equipment 8 257,104 713

Exploration and evaluation assets 10 8,027,968 4,992,290

Total assets $ 14,495,476 $ 6,313,200

LIABILITIES AND SHAREHOLDERS' EQUITY

Current

Accounts payable and accrued liabilities $ 1,171,200 $ 582,511

Due to related parties 11 234,243 376,185

Lease liabilities – short term 9 166,745 -

Loans payable – short term 12 1,067,405 213,524

Convertible debentures – short term 13 545,740 278,630

Total current liabilities 3,185,333 1,450,850

Lease liabilities – long term 9 162,094 -

Loans payable – long term 12 1,760,888 881,130

Convertible debentures – long term 13 5,194,713 2,072,054

Total liabilities 10,303,028 4,404,034

Shareholders' equity

Share capital 14 11,508,606 8,964,629

Share subscription receivable 14 (5,000) -

Obligation to issue shares 12 654,492 187,420

Equity component of convertible debentures 13 1,385,237 580,294

Reserves- options 14 1,276,198 1,203,705

Reserves- warrants 14 106,978 106,978

Deficit (10,734,063) (9,133,860)

Total shareholders’ equity 4,192,448 1,909,166

Total liabilities and shareholders’ equity $ 14,495,476 $ 6,313,200

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS


(Unaudited)

Three months

ended August

31, 2020

Three months

ended August

31, 2019

Nine months

ended August

31, 2020

Nine months

ended August

31, 2019

EXPENSES

Accretion and interest (Notes 12 and 13) $ 418,622 $ 21,714 $ 885,535 $ 42,975

Amortization (Note 8) 229 427 1,398 1,281

Directors fees (Note 11) 25,000 - 75,000 -

Insurance 10,371 8,952 34,026 24,764

Investor and shareholder relations 117,054 24,824 202,828 43,217

Office and miscellaneous 4,170 5,178 31,410 15,671

Professional fees 119,588 94,443 179,277 152,361

Regulatory and transfer agent fees 7,183 6,969 23,729 23,704

Rent and administrative services 16,403 16,010 49,009 48,700

Salaries (Note 11) 277,948 218,270 561,974 398,961

Share-based compensation (Note 14) 82,929 - 82,929 -

Travel and entertainment 4,564 3,664 26,537 3,665

Loss and comprehensive loss for the period

before income tax

(1,084,061) (400,451) (2,153,652) (755,299)

Deferred income tax recovery

(Notes 12 and 13)

310,685

-

553,449

-

Loss and comprehensive loss for the period (773,376) (400,451) (1,600,203) (755,299)

Basic and diluted loss per common share $ (0.01) $ (0.00) $ (0.01) $ (0.01)

Weighted average number of common

shares outstanding

141,979,348

129,600,304

134,392,260

124,755,790


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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY


(Unaudited)


Share Capital

Number

Amount

Obligation to

issue shares

Share

subscription

receivable

Equity

component of

convertible

debentures

Reserves -

options

Reserves -

warrants

Deficit

Total

Balance, November 30,

2018 129,600,304 $ 8,964,629 $ - $ - $ - $ 686,244 $ 106,978 $ (7,745,023) $ 2,012,828

Finder’s shares - (79,546) - - - - - - (79,546)

Loss for the period - - - - - - - (755,299) (755,299)

Balance, August 31, 2019 129,600,304 8,885,083 - - - 686,244 106,978 (8,500,322) 1,177,983

Obligation to issue finders’

shares - 79,546 25,200 - - - - - 104,746

Obligation to issue bonus

shares on loans - - 162,220 - - - - - 162,220

Convertible debentures - - - - 580,294 - - - 580,294

Share-based compensation - - - - - 517,461 - - 517,461

Loss for the period - - - - - - - (633,538) (633,538)

Balance, November 30,

2019 129,600,304 8,964,629 187,420 - 580,294 1,203,705 106,978 (9,133,860) 1,909,166

Obligation to issue bonus

shares on loans - - 656,363 - - - - - 656,363

Finder’s shares 1,210,000 86,950 (25,200) - - - - - 61,750

162,220 Shares issued for loan bonus 3,653,313 164,091 (164,091) - - - - - -

Exercise of options 325,000 42,936 - (5,000) - (10,436) - - 27,500

162,220 Exercise of warrants 30,000,000 2,250,000 - - - - - - 2,250,000

162,220 Convertible debentures - - - - 804,943 - - - 804,943

Share-based compensation - - - - - 82,929 - - 82,929

Loss for the period - - - - - - - (1,600,203) (1,600,203)

Balance, August 31, 2020 164,788,617 $ 11,508,606 $ 654,492 $ (5,000) $ 1,385,237 $ 1,276,198 $ 106,978 $ (10,734,063) $ 4,192,448

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)

Nine months

ended August

31, 2020

Nine months

ended August

31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the period $ (1,600,203) $ (755,299)

Items not affecting cash:

Accretion and interest 812,181 42,975

Amortization 1,398 1,281

Deferred income tax recovery (553,449) -

Share-based compensation 82,929 -

Changes in non-cash working capital items:

Advances and deposits (124,234) (445,503)

Receivables (106,442) (29,049)

Accounts payable and accrued liabilities (411,545) 45,209

Due to related parties 270,060 (61,588)

Net cash used in operating activities (1,629,305) (1,201,974)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of shares 2,277,500 -

Issuance costs (30,662) (79,546)

Proceeds from loans 2,435,542 -

Proceeds from convertible debentures 4,100,000 3,900,000

Repayment of loan principal and interest (172,147) -

Net cash provided by financing activities 8,610,233 3,820,454

CASH FLOWS FROM INVESTING ACTIVITIES

Reclamation deposits (1,804,377) (825,001)

Acquisition of property, plant and equipment (257,789) -

Exploration and evaluation expenditures (4,541,989) (624,017)

Reimbursement from Mandalay 1,685,542 -

Net cash used in investing activities (4,918,613) (1,449,018)

Change in cash during the period 2,062,315 1,169,462

Cash, beginning of period 94,725 15,137

Cash, end of period $ 2,157,040 $ 1,184,599

SUPPLEMENT NON-CASH DISCLOSURES

Exploration and evaluation assets included in accounts

payable and accrued liabilities

$ 1,056,794

$ 169,760

Right-of-use assets in lease liabilities

$ 328,839

$ -



Notes to the Interim Condensed Consolidated Financial Statements



(Unaudited)

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1. Nature of Operations

Blue Star Gold Corp. (“Blue Star” or the “Company”) was incorporated on April 13, 2007 pursuant to the

Business Corporations Act of British Columbia. The Company’s principal business activity is the

acquisition and exploration of mineral property interests. The Company is in the exploration stage and

substantially all the Company’s efforts are devoted to financing and developing these property interests.

There has been no determination whether the Company’s interests in unproven exploration and evaluation

assets contain economically recoverable mineral resources.

The Company is listed for trading on the TSX Venture Exchange (“TSX-V”) under the symbol “BAU”, and

its corporate head office is located at 507 – 700 West Pender Street, Vancouver, British Columbia

V6C 1G8.

2. Basis of Presentation

a) Statement of compliance

These unaudited interim condensed consolidated financial statements, including comparatives that are

unaudited, have been prepared in accordance with IAS 34 (“IAS 34”) using accounting policies consistent

with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting

Standards Board (“IASB”).

These interim condensed consolidated financial statements have been prepared using accounting policies

consistent with those used in the Company’s audited annual financial statements for the year ended

November 30, 2019 except for income tax expense which is recognized and disclosed for the full financial

year in the audited financial statements.

These interim condensed consolidated financial statements were authorized by the Board of Directors on

October 21, 2020

b) Going concern

The business of mining and exploring for minerals involves a high degree of risk and there can be no

assurance that current exploration programs will result in profitable mining operations. The recoverability

of the carrying value of its resource properties and the Company's continued existence is dependent upon

the preservation of its interest in the underlying properties, the discovery of economically recoverable

reserves, the achievement of profitable operations, or the ability of the Company to raise alternative

financing, if necessary, or alternatively, upon the Company's ability to dispose of its interests on an

advantageous basis. Changes in future conditions could require material write-downs of the carrying values.

These consolidated financial statements have been prepared in accordance with IFRS on a going concern

basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in

the normal course of business. Accordingly, these consolidated financial statements do not include any

adjustments to the amounts and classifications of assets and liabilities that might be necessary should the

Company be unable to continue as a going concern. As at August 31, 2020, the Company has an

accumulated deficit of $10,734,063 (November 30, 2019 - $9,133,860) and has working capital of $16,855

(November 30, 2019 – deficiency of $1,005,653) and has incurred significant losses. These circumstances

may cast significant doubt as to the ability of the Company to meet its obligations as they come due, and

accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The

recovery of amounts capitalized for exploration and evaluation assets at August 31, 2020 and November

30, 2019 in the consolidated statement of financial position is dependent upon the ability of the Company

to arrange appropriate financing to complete the development and continued exploration of the properties.

The Company plans to raise funds primarily through the issuance of shares or obtain profitable operations.

The outcome of these matters cannot be predicted at this time.





(Unaudited)

8 | P a g e

2. Basis of Presentation (continued)

c) Consolidation

These consolidated financial statements include the accounts of the Company and its wholly

owned subsidiaries, Ulu Mining Inc. and Inukshuk Exploration Incorporated (“Inukshuk”), both

incorporated under the laws of British Columbia. All significant intercompany transactions have been

eliminated upon consolidation. A subsidiary is an entity that the Company controls, either directly or

indirectly. Control is based on whether an investor has power over the investee, exposure or rights to

variable returns from its involvement with the investee, and the ability to use its power over the investee to

affect the amount of returns.

d) Functional and presentation currency

The Company and its wholly owned subsidiaries’ reporting and functional currency is the Canadian dollar.

Monetary assets and liabilities of the Company are translated into Canadian dollars at the exchange rate in

effect on the consolidated statements of financial position date, while non-monetary assets and liabilities

are translated at historical rates. Expenses are translated at the average rates over the reporting period. Gains

and losses from these translations are included in profit or loss.

e) Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis, except for financial

instruments classified as financial instruments at fair value through profit or loss, which are stated at their

fair value. In addition, these consolidated financial statements have been prepared using the accrual basis

of accounting.

f) Estimates and judgments

The preparation of these consolidated financial statements requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial

statements and reported amounts of expenses during the reporting period. Actual outcomes could differ

from these estimates. These consolidated financial statements include estimates, which, by their nature, are

uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements and

may require accounting adjustments based on future occurrences. Revisions to accounting estimates are

recognized in the period in which the estimate is revised, and the revision affects both current and future

periods.

Information about critical judgments and estimates in applying accounting policies that have the most

significant effect on the amounts recognized in the consolidated financial statements are as follows.

Critical accounting estimates

i. Recognition of deferred taxes

The determination of income tax expense and deferred income tax involves judgment and estimates as

to the future taxable earnings, expected timing of reversals of deferred tax assets and liabilities, and

interpretations of laws in the countries in which the Company operates. The Company is subject to

assessments by tax authorities who may interpret the tax law differently. Changes in these estimates

may materially affect the final amount of deferred income taxes or the timing of tax payments.





(Unaudited)

9 | P a g e

2. Basis of Presentation (continued)

f) Estimates and judgments (continued)

Critical accounting estimates (continued)

ii. Share-based payments

Estimating the fair value of granted stock options requires determining the most appropriate valuation

model, which is dependent on the terms and conditions of the grant. This estimate also requires

determining the most appropriate inputs to the valuation model including the expected rate of

forfeitures, price volatility, interest rate and dividend yield. Changes in the input assumptions can

materially affect the fair value estimate of the Company’s earnings and reserves.

iii. Interest rates

The Company estimates a market interest rate in determining the fair value of the liability component

of its convertible debentures and loans payable. The determination of market interest rate is subjective

and could materially affect the fair value estimate.

iv. Recoverable amount of exploration and evaluation assets

The carrying value of exploration and evaluation assets and the likelihood of future economic

recoverability of these carrying values is subject to significant management estimates. The application

of the Company’s accounting policy for and determination of recoverability of capitalized assets is

based on assumptions about future events or circumstances. New information may change estimates

and assumptions made. If information becomes available indicating that recovery of expenditures is

unlikely, the amounts capitalized are impaired and recognized as a loss in the period that the new

information becomes available. A change in estimate could result in the carrying amount of capitalized

assets being materially different from their presented carrying costs.

Critical accounting judgements

i. Impairment of exploration and evaluation assets

Assets or cash-generating units are evaluated at each reporting date to determine whether there are any

indications of impairment. The Company considers both internal and external sources of information

when making the assessment of whether there are indications of impairment for the Company’s

exploration and evaluation assets.

ii. Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds

to pay its ongoing operating expenditures, meet its liabilities for the ensuing year, and to fund planned

and contractual exploration programs, involves significant judgment based on historical experience and

other factors, including expectation of future events that are believed to be reasonable under the

circumstances.





(Unaudited)

1 0 | P a g e

3. Significant Accounting Policies

These Condensed Interim Consolidated Financial Statements have been prepared using accounting policies

consistent with those used in the Company’s audited consolidated financial statements for the year ended

November 30, 2019.

Adoption of new accounting policies

IFRS 16, Leases (“IFRS 16”) was adopted on December 1, 2019, using the modified retrospective approach.

This approach does not require restatement of prior period financial information as it applies the standard

prospectively. This standard replaced IAS 17, Leases (“IAS 17”). Under IAS 17, operating lease

expenditures were expensed on a straight-line basis over the lease term whereas under IFRS 16, there is an

increased focus on control of the underlying asset.

Right-of-use (“ROU”) asset

A lease is a contract that transfers substantially all the risks and rewards incidental to ownership of an

identified asset. The Company initially recognizes a lease at its commencement date which is when an

identified asset is made available for use. Right-of-use assets are measured at the initial amount of the lease

liability adjusted for any lease payments made at or before the commencement date and any initial direct or

estimated restoration costs. A right-of-use asset is then depreciated on a straight-line basis over the shorter

of the asset’s useful life or the lease term.

Lease liabilities

Lease liabilities include the present value of future fixed payments, less any lease incentives receivable, and

the exercise price of a purchase option if it is reasonably certain to be exercised. Future fixed lease payments

are discounted using the Company’s incremental borrowing rate if the rate implicit in the lease is not readily

determinable. The term of each lease includes its non-cancellable period. The term can also include periods

covered by an option to extend the lease if the Company is reasonably certain to exercise that option. After

the commencement date, the Company continually measures its lease liabilities to reflect changes in lease

payments, discount rates or the leases’ remaining term with an offsetting adjustment to right-of-use assets.

Each lease payment is comprised of both a financing and principal component. Financing costs are charged

to the consolidated statements of operations and comprehensive loss over each lease’s term. Lease payments

are applied against lease liabilities using the effective interest method.

Short-term leases with an initial lease term of less than twelve months are evaluated by class of the

underlying asset whereas lease payments for low-value assets are evaluated on a lease-by-lease basis. Short-

term and low-value leases can be accounted for as either leases or expensed.

Adoption of IFRS 16

The Company has adopted IFRS 16 Leases from December 1, 2019 and has elected to use the modified

retrospective approach. The cumulative effect of initial application is recognized in retained earnings as at

December 1, 2019 and the Company will not restate comparative information for prior periods presented.

The details of the changes in accounting policy are discussed below.

To determine whether a contract contains a lease, the Company applies the new definition of a lease under

IFRS 16 namely if the contract conveys a right to control the use of an identified asset for a period of time

in exchange for consideration.





(Unaudited)

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3. Significant Accounting Policies (continued)

Adoption of new accounting policies (continued)

The Company’s only lease assets are office space. Previously under IAS 17 the Company classified leases

as operating or finance leases based on whether the lease transferred substantially all of the risks and rewards

of ownership. The Company previously did not have any leases that were classified as finance leases. Under

IFRS 16, the Company recognizes right of use assets and lease liabilities for all leases expect where the

Company has elected to use the practical expedient to not recognize right-of use assets and lease liabilities

for low-value assets or short-term leases under 1 year that are not expected to renew. The Company has

recognized low-value assets and short-term lease payments as an expense on a straight-line basis over the

lease term. The Company has also elected to apply the practical expedient to not separate non-lease

components from lease components for which the Company is the lessee and has accounted for the combined

amounts as a single lease component.

The Company recognizes a right of use asset as a lease liability at the lease commencement date. The right

of use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and

impairment losses and adjusted for certain remeasurements of the lease liability. The Company has elected

to use the practical expedient of excluding initial direct costs from the measurement of the right of use

asset cost at the date of initial application.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date adjusted for lease prepayments and lease incentives, discounted using the interest rate

implicit in the lease, or if not readily determinable, the incremental borrowing rate. The lease liability is

subsequently increased by the interest cost on the lease liability and decreased by lease payment made. It is

remeasured when there is a change in future lease payments arising from a change in an index or rate, or

changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a

termination option is reasonably certain not be exercised.

The Company has applied judgement to determine the lease term for some lease contracts in which it is a

lessee that include renewal options, which significantly affects the amount of lease liability and right of use

assets recognized. The Company has used the practical expedient of applying hindsight in assessing certain

lease extension options. The Company has also used judgement in determining the incremental borrowing

rate based on the term, security, the lessee entities economic environment, credit rating, level of

indebtedness and asset specific adjustments.

The adoption of IFRS 16 have no significant impact on the Company’s opening financial positions.





(Unaudited)

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4. Capital Management

Capital includes all the components of shareholders equity as well as proceeds from loans. The Company’s

objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order

to pursue the acquisition and exploration of its exploration and evaluation assets and to maintain a flexible capital

structure for its projects for the benefit of its stakeholders. As the Company is in the exploration stage, its

principal source of funds is from the issuance of common shares. Further information relating to liquidity risk

is disclosed in note 5.

The Company manages the capital structure and adjusts it in light of changes in economic conditions and the

risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue

new shares, enter into joint venture property arrangements, acquire or dispose of assets, or adjust the amount of

cash and cash equivalents and investments.

To facilitate the management of its capital requirements, the Company prepares budgets that are updated as

necessary depending on various factors, including successful capital deployment and general industry

conditions. The budgets are approved by the Board of Directors.

There were no changes in the Company’s approach to capital management during the period ended August 31,

2020. The Company is not subject to externally imposed capital requirements.

5. Management of Financial Risk

Fair value measurement disclosure includes classification of financial instrument fair values in a hierarchy

comprising three levels reflecting the significance of the inputs used in making the measurements, described as

follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or

liabilities, other than Level 1 prices such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as

discounted cash flow methodologies based on internal cash flow forecasts.

The Company’s financial instruments as at August 31, 2020 are as follows:

Level 1

Level 2

Level 3

Financial assets at FVTPL

Cash $ 2,157,040 $ - $ -

Financial liabilities at amortized costs

Accounts payable and accrued liabilities $ 1,171,600 $ - $ -

Due to related parties $ 234,243 $ - $ -

Lease liabilities $ - $ 328,839 $ -

Loans payable $ - $ 2,828,293 $ -

Convertible debentures $ - $ 5,740,453 $ -





(Unaudited)

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5. Management of Financial Risk (continued)

The Company’s financial instruments are exposed to certain financial risks. The risk exposures and the impact

on the Company's financial instruments are summarized below.

a) Fair value

The carrying value of cash, accounts payable and accrued liabilities and amounts due to related parties

approximated their fair value since the interest payable on those borrowings is either close to current market

rates or the borrowings are of a short-term nature. The loans payable and convertible debentures are

classified as level 2 due as the fair value is determined based on market interest rates.

b) Interest rate risk

The Company has some exposure at August 31, 2020 and November 30, 2019 to interest rate risk through

its financial instruments; however, the risk is not significant as the loans payable and convertible debentures

have fixed, simple interest rates between 3% - 7.5% per annum.

c) Currency risk

As at August 31, 2020 and November 30, 2019, the majority of the Company’s cash was held in Canadian

dollars, the Company’s functional and reporting currency. The majority of the Company’s accounts payable

and accrued liabilities are denominated in Canadian dollars. Loans payable outstanding as at August 31,

2020 and November 30, 2019 are in Canadian dollars. Currency risk is not significant.

d) Credit risk

Concentration of credit risk exists with respect to the Company’s cash, as substantially all amounts are held

at major financial institutions. The credit risk associated with cash is minimized by ensuring that these

financial assets are placed with financial institutions with investment-grade ratings by a primary ratings

agency.

e) Liquidity risk

The Company attempts to manage liquidity risk by maintaining sufficient cash balances. Liquidity

requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to

meet short-term obligations. As at August 31, 2020, the Company had cash of $2,157,040 (November 30,

2019 - $94,725) to settle current liabilities of $3,185,333 (November 30, 2019 - $1,450,850).

6. Advances and deposits

August 31,

2020

November 30,

2019

Exploration advances and prepaids $ 326,500 $ -

Other advances and prepaids 118,162 25,661

Rent deposit 89,563 7,830 $ 534,225 $ 33,491





(Unaudited)

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7. Long-term deposits

As at August 31, 2020, the Company has the following long-term deposits:

a) a deposit of $943,835 (November 30, 2019 -$825,000) held with the Kitikmeot Inuit Association pursuant

to its application to obtain a Land Use License to get access to the Inuit Owned Lands for the Hood River

exploration camp and operations;

b) a deposit of $1,685,542 (November 30, 2019 - $Nil) with Crown-Indigenous Relations and Northern

Affairs Canada, in relation to the Ulu Water License issued by the Nunavut Water Board (“NWB”) for the

reclamation liability of the mining license;

c) a deposit of $50,000 (November 30, 2019 - $50,000) held with one of the Company’s vendors to cover

standby charges related to exploration activities.

8. Property, plant and equipment

9. RIGHT-OF-USE (“ROU”) ASSETS AND LEASE LIABILITIES

On August 19, 2020, the Company entered into an office lease agreement for a 24- month lease period starting

October 1, 2020. In accordance with IFRS16, the Company recorded right-of-use assets of $328,839 and

recognized lease liabilities of $328,839 at the same time as the agreement date. $166,745 of lease liabilities are

due within 12 months.

As at August 31, 2020, the Company measured the present value of its lease liabilities using a discount rate of

12% as determined from its incremental borrowing rate.

Office equipment field equipment Total

COST

Balance, November 30, 2018 and 2019 $ 8,543 $ - $ 8,543

Additions 6,099 251,690 257,789

Balance, August 31, 2020 14,642 251,690 266,332

Accumulated amortization

Balance, November 30, 2018 $ 6,121 $ - $ 6,121

Additions 1,709 - 1,709

Balance, November 30, 2019 7,830 - 7,830

Additions 1,398 - 1,398

Balance, August 31, 2020 $ 9,228 $ - $ 9,228

Carrying amounts

At November 30, 2019 $ 713 $ - $ 713

At August 31, 2020 $ 5,414 $ 251,690 $ 257,104





(Unaudited)

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10. Exploration and Evaluation Assets

Ulu

Property

(Nunavut)

Hood River

Property

(Nunavut) Total

Balance, November 30, 2018 $ 1,438,034 $ 1,108,053 $ 2,546,087

Acquisition - accrual - 125,000 125,000

Exploration

Assay - 44,405 44,405

Camp and supplies - 24,792 24,792

Consulting 31,753 13,115 44,868

Equipment rental - 271,078 271,078

Helicopter - 696,603 696,603

Permits 217,543 244,290 461,833

Site personnel - 199,011 199,011

Drilling and geological - 546,170 546,170

Travel 950 31,493 32,443

Balance, November 30, 2019 1,688,280 3,304,010 4,992,290

Acquisition - cash 450,000 125,000 575,000

Exploration

Assay 11,098 27,311 38,409

Camp and supplies 96,716 95,430 192,146

Claim maintenance 4,832 - 4,832

Community support 15,580 10,496 26,076

Consulting 69,298 49,921 119,219

Equipment rental 76,245 242,473 318,718

Fuel 81,331 81,331 162,662

Helicopter and flight 473,099 330,290 803,389

Permits 186,954 67,669 254,623

Site personnel 168,416 200,378 368,794

Remediation 259,211 - 259,211

Drilling and geological 753,243 803,105 1,556,348

Travel 22,578 19,215 41,793

Cash received from Mandalay (1,685,542) - (1,685,542)

Balance, August 31, 2020 $ 2,671,339 $ 5,356,629 $ 8,027,968





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10. Exploration and Evaluation Assets (continued)

a) Ulu Property

The Ulu Property consists of a renewable 21-year lease with an area of approximately 947 hectares and an

expiry date of November 18, 2038.

On May 30, 2014, the Company entered into an option agreement (the “Option Agreement”) with Elgin

Mining Inc. and Bonito Capital Corp. (collectively, “Elgin”), to acquire an 80% undivided interest in the

Ulu Property. Pursuant to the Option Agreement, the Company issued 5,000,000 shares, paid $125,000, and

incurred $300,000 in property expenditures to earn a 70% interest in the Ulu Property. On September 10,

2014, Mandalay Resources Corporation (“Mandalay”) acquired Elgin. The Ulu Property is subject to a 5%

net production proceeds royalty.

On January 8, 2018, the Company and Mandalay entered into the New Ulu Property Option Agreement.

The new option agreement supersedes all prior agreements covering the Ulu Property. On July 19, 2019,

the option agreement was further amended (the “Amended Option Agreement”). The TSX-V approved the

Amended Option Agreement on November 26, 2019.

Pursuant to the terms of the Amended Option Agreement, the Company is required to pay the following:

• $200,000 to be paid upon the receipt of TSX-V approval for the New Ulu Property Option Agreement

dated January 8, 2018; (paid)

• $200,000 to be paid on or before May 31, 2018 (paid); and

• $450,000 (paid) in lieu of issuing 15,000,000 common shares, with such payment being made upon the

closing of the transfer of the Ulu Property and associated permits.

Additionally, the Company is required to complete the following:

• Assume all environmental liabilities, past and present, of the Ulu Property, including all current and

future obligations to any regulatory agency; and,

• Arrange for a third-party cash payment of $200,000 for the 5,000,000 common shares of the Company

presently held by Mandalay upon the closing of the property transfer.

Under the amended agreement, Mandalay will:

• Transfer to the Company 100% interest in the Ulu Property and associated permits upon regulatory

approval of the transfers;

• Assign all its rights to the remediation security, valued at approximately $1,680,000 ($1,685,542

received) which is held by the Nunavut Water Board; and,

• Transfer all right, title and interest in all structures, property and equipment located on the Ulu Property.

On November 27, 2019, the Company incorporated a wholly-owned subsidiary, Ulu Mining Inc., to which

the Ulu Property will be transferred.





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b) Hood River Property

Pursuant to a letter of intent dated May 15, 2014, on February 26, 2018, the Company signed the final

Transaction Agreement (the “Definitive Agreement”) and NSR Royalty Agreement to acquire 100% of the

outstanding shares of Inukshuk Exploration Inc. (“Inukshuk”), with an effective date as of September 18,

2014. Inukshuk owns a 100% interest in the Hood River Property in Nunavut through a 20-year renewable

mineral exploration agreement (“MEA”) dated June 1, 2013, issued by Nunavut Tunngavik Incorporated

(“NTI”).

Pursuant to the terms of the Definitive Agreement, the Company acquired 100% of the outstanding shares

of Inukshuk by issuing the shareholders (the “Vendors”) and their assignees 8,000,000 common shares of

the Company (issued in 2014 at a fair value of $560,000) for the transaction. The TSX-V approved the

transaction on September 18, 2014.

Under the terms of the Royalty Agreement in the Definitive Agreement, the Company will pay the

following:

i. Pay a 3% NSR royalty on the disposition of all minerals produced from the Hood River Property;

ii. Make advance royalty payments totalling $500,000 in accordance with the following schedule:

(1) $25,000 (paid) within 25 business days of TSX-V preliminary approval;

(2) an additional $100,000 (paid) on or before February 28, 2018;

(3) an additional $125,000 (paid) on or before February 28, 2019;

(4) an additional $125,000 (paid) on or before February 28, 2020; and

(5) an additional $125,000 on or before February 28, 2021.

iii. Offer the vendor a right of conveyance if the Company abandons the Hood River Property; and

iv. Maintain the Hood River Property in good standing during the conveyance period.

Prior to the commencement of commercial production on the Hood River Property, the Company has the

option to acquire up to 2% of the NSR for up to $8,000,000 under the following terms:

i. Purchase an initial 0.5% of the NSR for $1,000,000;

ii. Purchase an additional 0.5% of the NSR for an additional $1,500,000;

iii. Purchase an additional 0.5% of the NSR for an additional $2,500,000; and

iv. Purchase an additional 0.5% of the NSR for an additional $3,000,000





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Title to resource properties

Although the Company has taken steps to verify the title to exploration properties in which it has an interest,

in accordance with industry standards for the current stage of exploration of such properties, these

procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior

agreements or transfers and title may be affected by undetected defects.

Realization of assets

The investment in and expenditures on exploration properties comprise a significant portion of the

Company’s assets. Realization of the Company’s investment in these assets is dependent upon the

establishment of legal ownership, the attainment of successful production from the properties or from the

proceeds of their disposal. Resource exploration and development is highly speculative and involves

inherent risks. While the rewards if an ore body is discovered can be substantial, few properties that are

explored are ultimately developed into producing mines. There can be no assurance that current exploration

programs will result in the discovery of economically viable quantities of ore.

The amounts shown for acquisition costs and deferred exploration expenditures represent costs incurred to

date and do not necessarily reflect present or future values. These costs will be depleted over the useful lives

of the properties upon commencement of commercial production or written off if the properties are

abandoned or the claims are permitted to lapse.

Environmental

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in

which it operates, including provisions relating to property reclamation, discharge of hazardous material

and other matters. The Company may also be held liable should environmental problems be discovered that

were caused by former owners and operators of its properties and properties in which it has previously had

an interest. The Company conducts its mineral exploration activities in compliance with applicable

environmental protection legislation. The Company is not aware of any existing environmental problems

related to any of its current or former properties that may result in material liability to the Company.

Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory

compliance are increasing. The impact of new and future environmental legislation on the Company’s

operations may cause additional expenses and restrictions. If the restrictions adversely affect the scope of

exploration and development on the resource properties, the potential for production on the property may

be diminished or negated.





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11. Related Party Transactions and Key Management Compensation

Related party transactions are in the normal course of operations and measured at the exchange amount,

which is the amount of consideration established and agreed by the related parties. Amounts due to or

from related parties are non-interest bearing and unsecured.

As at August 31, 2020, $234,243 (November 30, 2019 - $376,185) was due to directors and officers of the

Company:

August 31,

2020

November 30,

2019

Former CEO $ 168,000 $ 4,501

Former CFO - 5,000

Directors 26,403 -

Former director - 39,840

Former CFO 39,840 39,840

Former director of subsidiary - 287,004 $ 234,243 $ 376,185

During the nine months ended August 31, 2020 and 2019, the Company entered into the following transactions

with related parties:

Nine months

ended August

31, 2020

Nine months

ended August

31, 2019

Salary - CEO $ 8,500 $ -

Salary – CFO 69,750 -

Salary – former CEO 246,285 48,000

Salary – former CFO - 45,000

Directors’ fees 75,000 -

Professional fee

- to a firm owned by the former CFO - 11,318 $ 399,535 $ 104,318





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11. Related Party Transactions and Key Management Compensation (continued)

Loans and convertible debentures

During the year ended November 30, 2019:

i. the Company entered into three loan agreements with Dr. Georg Pollert, a director of the Company, for

total proceeds of $750,000 (Note 12).

ii. On August 16, 2019, Dr. Georg Pollert, a director of the Company, subscribed for 2,200 units of the

Company’s convertible debenture for a principal amount of $2,200,000 (Note 13).

During the nine months ended August 31, 2020:

i. On November 21, 2019, the Company entered into a loan agreement with Dr. Georg Pollert. The loan

principal amount of $2,435,542 was received on December 10, 2019 (Note 12).

ii. On July 3, 2020, Dr. Georg Pollert, a director of the Company, subscribed for 3,175 units of the

Company’s convertible debenture for a principal amount of $3,175,000 (Note 13).

In connection to the loans and convertible dentures with Dr. Georg Pollert, the Company recorded an

accretion and interest expense of $654,008 (2019 - $14,281).

12. Loans Payable

During the year ended November 30, 2018, the Company entered into the following loan agreement:

• On November 30, 2018, the Company entered into a loan agreement for $200,000 with a third party,

which is due on November 30, 2020 and has a simple interest rate of 7% per annum. During the nine

months ended August 31, 2020, the Company repaid loan principal of $150,000 and interest of $22,147.

As of August 31, 2020, the balance of the loan is $50,000.

During the year ended November 30, 2019, the Company entered into the following loan agreements:

• On December 19, 2018, a loan agreement was entered into with a director of the Company for $250,000

(Note 11). The loan bears 7.5% simple interest per annum payable on or before the date of repayment

of December 31, 2020. In consideration, the director will receive 1,000,000 bonus shares upon approval

by the TSX-V.

• On March 10, 2019, a loan agreement was entered into with a director of the Company for $250,000

(Note 11). The loan bears 7.5% simple interest per annum payable on or before the date of repayment

of March 31, 2021. In consideration, the director will receive 1,000,000 bonus shares upon approval by

the TSX-V.

• On May 7, 2019, a loan agreement was entered into with a director of the Company for $250,000 (Note

11). The loan bears 7.5% simple interest per annum payable on or before the date of repayment of June

30, 2021. In consideration, the director will receive 1,000,000 bonus shares upon approval by the TSX-

V.

• On June 19, 2019, a loan agreement was entered into with a third party for $250,000. The loan bears

7.5% simple interest per annum payable on or before the date of repayment of July 30, 2021. In

consideration, the lender will receive 1,000,000 bonus shares upon approval by the TSX-V.





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12. Loans Payable (continued)

During the nine months ended August 31, 2020, the Company entered into the following loan agreements:

• On November 21, 2019, the Company entered into a loan agreement with Dr. Georg Pollert. The

loan principal amount is $2,435,542 (Note 11; received on December 10, 2019). The loan has a

term of three years and bears interest at 3% per annum. In relation to the loan, the Company intends

to issue up to 7,871,084 bonus shares to Dr. Georg Pollert which was approved by TSX-V on

November 26, 2019. During the nine months ended August 31, 2020, the Company issued

3,653,313 bonus shares (Note 14) valued at $164,091.

In connection with the bonus shares described above, the Company recognized an obligation to issue shares

of $656,363 (November 30, 2019 - $162,220) and a deferred tax recovery of $242,764 (November 30, 2019

- $60,000).

Liability

Component

Obligation to issue

shares

Balance at November 30, 2018 $ 200,000 $ -

Proceeds received 777,780 222,220

Accretion and interest 116,874 -

Deferred income tax recovery - (60,000)

Balance at November 30, 2019 $ 1,094,654 $ 162,220

Proceeds received 1,536,415 899,127

Accretion and interest 369,371 -


Bonus shares issued - (164,091)

Repayment of loan principal (150,000) -

Repayment of interest (22,147) -

Balance at August 31, 2020 $ 2,828,293 $ 654,492

August 31,

2020

November 30,

2019

Short-term portion of liability $ 1,067,405 $ 213,524

Long-term portion of liability $ 1,760,888 $ 881,130

13. Convertible Debentures

Convertible debenture 2019

On November 26, 2019, the TSX-V approved the closing of a non-brokered private placement of convertible

debentures. Each unit is priced at $1,000 and consists of 20,000 non-secured Convertible Debentures (the

“Debentures”) and 20,000 non-transferable Common Share purchase warrants (“Warrants”). Each

Debenture bears an annual simple interest rate of 7.5% over its term of up to three years (the "Term") and

the interest is to be calculated and paid annually in advance for each year. During the first year of the Term,

the conversion price will be $0.05 per share. During the second and third years of the Term, the conversion

price will be $0.10 per share. Each Warrant will entitle the holder to purchase one common share of the

Company at an exercise price of $0.075 per share during the Term.





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13. Convertible Debentures (continued)

The Company received total proceeds of $3,000,000 by issuing 3,000 units of convertible debentures. In

November 2019, upon the approval of the TSX-V, the Company issued 60,000,000 warrants to the

debenture holders. The Company paid finders' fees of $66,635, incurred legal and filing fees of $41,257,

and has an obligation to issue 560,000 finders’ shares at a fair value of $25,200 (issued in February 2020).

For accounting purposes, the convertible debentures of $3,000,000 are hybrid financial instruments and

were allocated into corresponding debt and equity components at the date of issue. The Company

determined the conversion feature and warrant components of the convertible debenture meet the definition

of equity instruments as the Company is obligated to issue a fixed number of shares for a fixed price within

each year of the Term. The Company used the residual value method to allocate the principal amount of the

Debentures between the liability and equity components. The Company valued the debt component of the

Debentures by calculating the present value of principal and interest payments, discounted at a rate of 23%

which represents managements best estimate of the rate that a non-convertible debenture with similar terms

and risk would earn. The debt component is subsequently accreted to the face value of the debt portions of

the convertible debentures at the effective interest rate of 22.7%. Upon issuance of the unsecured

debentures, the fair value was separated into a debt component of $2,116,662 and an equity component of

$883,338. On issuance, the Company recognized deferred financing charges of $278,630 related to interest

for the first year payable in advance on the Debentures.

Convertible debenture 2020

On July 3, 2020, the Company closed a non-brokered private placement of 4,100 units of the Company (the

“Units”) at a price of $1,000 per Unit for gross proceeds of up to $4,100,000. Each Unit is comprised of

20,000 unsecured convertible debenture (the “Debentures”) and 20,000 non-transferable common share

purchase warrants (“Warrants”) of the Company.

Each Debenture has a maximum term of 3 years (the “Term”) and will bear an annual simple interest rate

of 7.5%. During the first year of the Term, the principal amount of each Debenture may be converted by

the holder, for no additional consideration, into common shares of the Company at a conversion price of

$0.05 per share and $0.10 per share during the second and third years of the Term.

Each Warrant entitles the holder to purchase one additional share at an exercise price of $0.075 per share

until the expiry date of the Term.

The Company paid finder’s fee of $32,500 in cash and issued 650,000 finder’s shares at a fair value of

$61,750.

For accounting purposes, the convertible debentures of $4,100,000 are hybrid financial instruments and

were allocated into corresponding debt and equity components at the date of issue. The Company

determined the conversion feature and warrant components of the convertible debenture meet the definition

of equity instruments as the Company is obligated to issue a fixed number of shares for a fixed price within

each year of the Term. The Company used the residual value method to allocate the principal amount of the

Debentures between the liability and equity components. The Company valued the debt component of the

Debentures by calculating the present value of principal and interest payments, discounted at a rate of 23%

which represents managements best estimate of the rate that a non-convertible debenture with similar terms

and risk would earn. The debt component is subsequently accreted to the face value of the debt portions of

the convertible debentures at the effective interest rate of 22%. Upon issuance of the unsecured debentures,

the fair value was separated into a debt component of $2,949,315 and an equity component of $1,150,685.

On issuance, the Company recognized deferred financing charges of $307,500 related to interest for the first

year payable in advance on the Debentures.





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13. Convertible Debentures (continued)

Liability component Equity component

Balance, November 30, 2018 $ - $ -

Convertible debenture at issuance 2,116,662 883,338

Transaction costs (93,903) (39,189)

Accretion expense 49,295 -

Interest expense 56,250 -

Interest payable recorded as deferred

financing charges

222,380 -


Balance, November 30, 2019 $ 2,350,684 $ 580,294




financing charges

(168,750) -

Convertible debenture at issuance 2,949,315 1,150,685

Transaction costs (89,855) (35,057)




financing charges

256,250 -


Balance, August 31, 2020 $ 5,740,453 $ 1,385,237

August 31,

2020

November 30,

2019

Short-term portion of liability $ 545,740 $ 278,630

Long-term portion of liability $ 5,194,713 $ 2,072,054





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14. Share Capital and Reserves

a) Authorized

Unlimited number of common shares without par value.

b) Share issuances

At August 31, 2020, the Company had 164,788,617 (November 30, 2019 – 129,600,304) common shares

issued and outstanding.

During the nine months ended August 31, 2020:

i) the Company issued 1,210,000 finders’ shares valued at $86,950;

ii) the Company issued 3,653,313 bonus shares (valued at $164,091) to Dr. Georg Pollert in relation to a

loan of $2,453,542 the Company received in December 2019 (Note 12).

iii) the Company issued 30,000,000 shares to Dr. Georg Pollert pursuant to exercise of warrants at $0.075

per share for total proceeds of $2,225,000.

iv) the Company issued 325,000 shares pursuant to exercise of options at $0.10 per share for total proceeds

of $325,000, of which $5,000 was not received as of August 31, 2020. The Company recorded 10,436, the

fair value of the 325,000 options exercised, from reserves to share capital.

There was no share issuance during the year ended November 30, 2019.

c) Stock options

The Company has a stock option plan under which the aggregate number of common shares to

be reserved for exercise of all options granted under the plan and any other share compensation

arrangement shall not exceed 10% of the issued shares of the Company at the time of granting of options.

The stock option plan provides for the granting of stock options to regular employees and persons providing

investor relations or consulting services up to a limit of 5% and 2%, respectively, of the Company’s total

number of issued and outstanding shares per year. Options granted to consultants providing investor

relations services shall vest at a minimum over a period of twelve months with no more than one-quarter of

such options vesting in any three-month period.

In August 2020, the Company granted to two directors 600,000 stock options, exercisable at $0.125 per share

for a term of 4.19 years. These options vested on the date of grant. The fair value of the stock options granted

was $61,833 ($0.10 per option).

In August 2020, the Company granted to the CEO 1,200,000 stock options, exercisable at $0.125 per share

for a term of 5 years. These options vest on January 1, 2021. The fair value of the stock options granted was

$129,210 ($0.11 per option). As of August 31, 2020, the Company amortized share-based compensation of

$21,096 in the statement of loss.





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14. Share Capital and Reserves (continued)

c) Stock options (continued)

During the year ended November 30, 2019, the Company granted to directors, officers and consultants

10,450,000 stock options, exercisable at $0.06 per share for a term of 5 years. These options vested on the

date of grant. The fair value of the stock options granted was $517,461 ($0.05 per option). On May 19, 2020,

those stock options were repriced at $0.10 per share while the other terms remain the same. This modification

reduces the fair value of the stock options; therefore, no revaluation is required according to IFRS 2 “Share-

based Payment”.

The fair value of the stock options granted was determined using the Black-Scholes option price modelling

with the following assumptions:

Weighted average assumptions

Nine months ended

August 31, 2020

Year ended

November 30, 2019

Risk free interest rate 0.38% 1.58%

Volatility 131.99% 147.44%

Expected life of options 4.73 years 5 years

Dividend rate 0% 0%

Stock option transactions are summarized as follows:

Number

of Options

Weighted

Average

Exercise Price

Balance, November 30, 2018 3,300,000 $ 0.10

Expired/cancelled (825,000) 0.10

Granted 10,450,000 0.06


Granted 1,800,000 0.125

Exercised (325,000) 0.10

Expired/cancelled (3,250,000) 0.10

Balance, August 31, 2020 11,150,000 $ 0.10

Exercisable, at August 31, 2020

9,950,000

$ 0.10





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c) Stock options (continued)

At August 31, 2020, the Company has the following outstanding stock options enabling holders to acquire

common shares as follows:

d) Warrants

During the year ended November 30, 2019, the Company issued 60,000,000 warrants with an exercise price

of $0.075 in three years, pursuant to the private placement of convertible debentures closed on November

26, 2019 (Note 13).

During the nine months ended August 31, 2020, the Company issued 82,000,000 warrants with an exercise

price of $0.075 in three years, pursuant to the private placement of convertible debentures closed on July 3,

2020 (Note 13).

Share purchase warrant transactions are summarized as follows:

Number

of Warrants

Weighted

Average

Exercise Price


Expired/cancelled (15,350,000) 0.10

Granted 60,000,000 0.075 6


Granted 82,000,000 0.075 6

Exercised (30,000,000) 0.075 6

Balance, August 31, 2020 112,000,000 $ 0.075

Exercisable, at August 31, 2020

112,000,000

$ 0.075

Number

of Options

Exercise

Price

Expiry Date

1,200,000 $ 0.125 August 7, 2025

600,000 $ 0.125 October 17, 2024

9,350,000 $ 0.10 October 17, 2024





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d) Warrants (continued)

As at August 31, 2020, the following share purchase warrants were outstanding:

15. Segmented Information

The Company has one reportable operating segment, being the acquisition and exploration of mineral properties.

At August 31, 2020 and November 30, 2019, the Company’s exploration and evaluation assets are located in

Canada. All expenses and cash receipts pertaining to exploration and evaluation activities are capitalized.

16. Events subsequent to the reporting period

On October 7, 2020, the Company issued 14,000,000 shares to Dr. Georg Pollert pursuant to exercise of warrants

at $0.075 per share for total proceeds of $1,050,000.

Number

of Options

Exercise

Price

Expiry Date

30,000,000 $ 0.075 November 26, 2022

82,000,000 $ 0.075 July 3, 2023

Blue Star Gold Corp.

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